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HomeMy WebLinkAboutKNOLOGY OF AUGUSTA FIBER BILL OF SALE FIBER BILL OF SALE BETWEEN KNOLOGY OF AUGUSTA, INC. AND AUGUST A, GEORGIA. Bill of Sale Number: AU-Ol-12-11-07 1 FIBER BILL OF SALE THIS FIBER BILL OF SALE ("Bill of Sale") dated as of the II day of _~~j -;!It!Pf from Knology of Augusta, Inc., a Delaware corporation ("Seller") to Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, GA 30901, ("Buyer"). Each of Seller and Buyer may hereinafter be referred to individually as a "Party" and together as the "Parties." WIT N E SSE T H: FOR AND IN CONSIDERATION of the fiber purchase sum of two hundred thirty-six thousand, five hundred and xxlIOO dollars ($236,500), the receipt and sufficiency of which are hereby acknowledged. Seller hereby grants, bargains, sells, transfers, conveys, sets over and assigns unto Buyer, free and clear of all claims, liens, charges and security interests of any kind and character, all of Sellers right title and interest in and to the Purchased Fibers, as described below. The Purchased Fibers are more fully described in Exhibit A attached hereto and made a part hereof. TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns forever; and Seller does warrant and agree to defend the full title of the same to Buyer against any person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Seller and not otherwise. ARTICLE 1 SALE AND ACCEPTANCE 11 Purchased Fibers. As between Seller and Buyer, it is expressly understood that Seller is and will at all times remain the sole owner and holder of; (i) title to the supporting infrastructure, pole attachments and Seller's pole attachments rights, conduits, maintenance holes (the "System") and; (ii) the physical fiber optic cables, the splice cases, fiber splice trays, fiber patch- panels, fiber termination cables, fiber jumper cables, and the fiber optic facilities (the "Fiber Network") associated with the Purchased Fiber other than the Buyer's Purchased Fibers and; (iii) the fiber optic cables, splice cases, fiber patch panels, fiber termination cables installed to provide Buyer access to the Purchased Fiber ("Installation Facilities") pursuant to the separate Fiber Maintenance and Joint Operating Agreement. Nothing in this Bill of Sale shall be construed as conveying to Buyer any right, title or interest in the System, Fiber Network, or Installation Facilities except for the Purchased Fibers. Buyer represents and warrants that its use of the Purchased Fibers shall not interfere with or adversely affect Seller's use ofthe Fiber Network. Seller represents and warrants that, other than as permitted under this Bill of Sale, its use of the Fiber Network, Installation Facilities and System shall not interfere with or adversely affect Buyer's use of Purchased Fiber. 1.2 Sale. Subject to the terms and conditions of this Bill of Sale, Seller hereby conveys and sells to the Buyer optical fibers as set forth in Exhibit "A" (the "Purchased Fibers"). The Purchased Fibers refer solely to the optical fibers described in Exhibit "A" and do not include any associated Equipment, Fiber Network, Installation Facilities or System that may be necessary or desirable to enable the Buyer or any other person or entity to use the Purchased Fibers for the purpose of transmitting or receiving telecommunications or data signals. "Equipment" means all power, electronic, optronic and telecommunications equipment, including without limitation, passive couplers, fiber optic terminations, transmission, testing, switching, alarm-monitoring and all other articles of personal property owned by Buyer and used for the transmission or receipt of telecommunications or data signals over the Purchased Fibers. The Buyer hereby covenants that it will use the Purchased Fibers in a lawful manner for the purpose of connecting Equipment and fiber thereto for transmitting and receiving digital telecommunications signals and for any other lawful purpose that does not materially interfere with, impair and adversely affect Seller's use or any other present or future use ofthe Seller's Fiber Network or communication system of which the Purchased Fibers are a part, except as permitted by this Bill of Sale. 1.3 Acceptance of Purchased Fibers. Buyer may test the Purchased Fibers prior to accepting the Purchased Fibers as described in Exhibit "B". When the Buyer accepts or uses the Purchased Fiber, the Buyer is deemed to have taken the Purchased Fiber "as is". Buyer acknowledges that Seller's obligation to provide Buyer the ownership of Purchased Fiber extends solely to the Purchased Fibers as dark fibers, and that Seller is not, and shall not be, obligated to provide Buyer with any Equipment that Buyer may choose to use in connection with the lighting of the Purchased Fibers. 1.4 Fiber Termination Point(s). The Buyer and the Seller agree that it is essential for the Seller to maintain the integrity of its Fiber Network and its System. The Purchased Fibers are contained in the fiber sheath owned by the Seller along with the Seller's Fiber Network and Installation Facilities. The Parties agree that in order for the Seller to maintain the integrity of its Fiber Network and Installation Facilities, the Seller must limit access to the Purchased Fibers. Therefore, the Parties will mutually agree upon Fiber Termination Points as described in Exhibit A attached hereto. Buyer agrees that the Fiber Termination Points designated on Exhibit "A" shall be its sole means of accessing its Purchased Fibers. The Seller will make available Buyer's fibers at any of the aforementioned locations on an as needed basis at the sole cost of the Buyer. The Buyer agrees that it will not access the Purchased Fibers at any other point on the System. Subject to the provisions herein, Buyer shall be responsible for all costs to connect its existing telecommunications facilities to the Purchased Fibers. In order to schedule a connection of this type, the Parties shall coordinate the work at least sixty (60) days in advance ofthe date the connection is requested to be completed. Seller will use its best efforts to accommodate the request(s). Such work will be restricted to Seller's planned system work periods unless otherwise agreed to in writing for specific proj ects. 1.5 Buyer Equipment. As between Seller and Buyer, legal title to any item of Equipment, which is purchased or obtained by Buyer, and used for the purpose of enabling Buyer to use the Purchased Fibers in accordance with the terms of this Bill of Sale, shall be owned and held by Buyer. 1.6 Access. THIS BILL OF SALE DOES NOT GRANT OR CONVEY TO BUYER ANY ACCESS TO THE PURCHASED FIBERS OR FIBER TERMINATION POINT(S). SAID ACCESS IS SUBJECT TO THE TERMS AND CONDITIONS PROVIDED FOR SEP ARATEL Y IN THE FIBER MAINTENANCE AND JOINT OPERATING AGREEMENT. 2 3 ARTICLE 2 OBLIGATIONS OF BUYER 2.1 Taxes. To the extent that the use or purchase of the Purchased Fibers causes Seller to incur any attributable charges, fees, taxes, governmental surcharges or costs of any kind, the Buyer shall indemnify and hold the Seller harmless for any such charge, fee or tax. Buyer's failure to indemnify Seller from any said liability shall constitute an Event of Default of Buyer. 2.2 Indemnification. Buyer shall defend, indemnify, protect and save harmless Seller from and against all suits, claims and demands arising out of the purchase or use of the Purchased Fibers, without limitation, Seller's claims for damage to the extent the use of the Purchased Fibers interferes with or adversely affects Seller's use of its Fiber Network, workers' compensation claims and claims arising out of actions for infringement of copyright and/or unauthorized use of program material, arising out oflibel and slander actions based on the content of communications transmitted over the Purchased Fibers provided under this Bill of Sale or arising out of proceedings to recover taxes, fines or penalties for failure of Buyer to obtain or maintain in effect any necessary certificates, permits, licenses or other authority to acquire, use or operate the Purchased Fibers; provided, however, the foregoing indemnification shall not apply to suits, claims, and demands to recover damages for damage to property, death, or personal injury, unless such suits, claims or demands are based on, and Buyer shall only be liable to the extent of, tortious conduct of Buyer, or its agents or employees. 2.3 Buyer specifically agrees to indemnify Seller for any liability arising out of any use of the Purchased Fibers, including acts of Buyer's agents, subcontractors, independent contractors or others acting on behalf of Buyer or Buyer's customers or for any act or omission of Buyer in furnishing services to others. ARTICLE 3 REPRESENTATIONS OF SELLER 3.1 Owner. Seller warrants that Seller has proper authority to enter into this Agreement and that the Purchased Fibers will be transferred free of any lien or encumbrance. Seller warrants that Seller has proper title to sell the Purchased Fibers. 3.2 Indemnification. Seller shall defend, indemnify, protect and save harmless Buyer from and against all suits, claims and demands arising out ofthe installation ofthe Purchased Fibers, Fiber Network, Installation Facilities and System, including, without limitation, workers' compensation claims; provided, however, the foregoing indemnification shall not apply to suits, claims and demands to recover damages from damage to property, death or personal injury, unless such suits, claims or demands are based on or arise from, and Seller shall be liable only to the extent of, tortious conduct of Seller, or its agents or employees. Seller shall also defend, indemnify, protect and save harmless Buyer from and against all suits, claims and demands arising out of infringement of patents related to the installation of the Purchased Fibers, Fiber Network, Installation Facilities and System. Seller specifically agrees to indemnify Buyer for any liability arising out ofthe acts of Buyer's agents, subcontractors, independent contractors or others acting on behalf of Seller or for 4 any act or omission of Seller. This indemnification shall not include any claim arising out of the sale, use or maintenance of the Purchased Fibers. ARTICLE 4 CONFIDENTIALITY 4.1 Confidentiality. Except as required by law, no Party shall, without the other Party's specific prior written consent, disclose to any third party any information supplied to it by the other Party, which the other Party designated as confidential, proprietary or private, if such information is not otherwise i) generally available to the public, ii) independently developed by the recipient, iii) available to the recipient without restriction from a third party, iv) disclosed to an agent or contractor in connection with making business assessments or negotiations in connection with this Bill of Sale, or v) reasonably necessary to be disclosed in order to defend or enforce said recipient's rights or duties pursuant to this Bill of Sale. The Parties hereby designate the terms, conditions, and Exhibits of this Bill of Sale as confidential, provided that Buyer may disclose information concerning this Bill of Sale to its customers or buyers in connection with sales, purchases, licenses, or other use of its services or assets or as otherwise permitted to be disclosed as provided in the prior sentence. The obligation under this Section 3 shall survive through the fifth (5th) anniversary ofthis Bill of Sale to the fullest extent permitted by applicable law. ARTICLE 5 COMPLIANCE WITH LAWS 5.1 Compliance. Each Party hereto agrees to comply, and to cause its employees to comply, with all applicable requirements of law pertaining to its activities in connection with this Bill of Sale. ARTICLE 6 LIMITATION OF LIABILITY 6.1 LIMITATION OF LIABILITY. Seller shall not be liable for any damage arising out of the Buyer's fault or facilities or any use of the Purchased Fibers, including acts of Buyer's agents, subcontractors, independent contractors or others acting on behalf of Buyer or Buyer's customers or for any act or omission of Buyer in furnishing services to others, but only to the extent such damage is not caused by Seller. Buyer agrees that Seller's liability to Buyer under this Agreement shall not exceed the consideration paid by Buyer to Seller for the Purchased Fibers. 6.2 CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY, NEITHER SELLER NOR BUYER NOR THEIR RESPECTIVE P ARENT(S) OR SUBSIDIARIES WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE (TO THE EXTENT SAME IS SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES), LOST REVENUES OR LOST PROFITS ARISING OUT OF THIS BILL OF SALE OR THE PERFORMANCE OR NON-PERFORMANCE THEREOF (WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE), EVEN IF IT OR ANY OF ITS PARENT OR SUBSIDIARIES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 5 6.3 Time To Bring Claims. A Party's failure to bring a claim against a Party arising out ofthis Bill of Sale within eighteen (18) months after the date on which the claiming Party knows or should have known of the existence of a potential claim constitutes a waiver of such claim. 6.4 Disclaimer of any Implied Warranties. Other than the warranties expressly provided in this Bill of Sale or in the Fiber Maintenance and Joint Operating Agreement, Seller does not warrant the Purchased Fibers, or any other product, equipment or service to be provided in connection with this Bill of Sale, and SELLER HEREBY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A P ARTICULAR PURPOSE OR USE. SELLER MAKES NO WARRANTY TO BUYER OR ANY THIRD PERSON OR ENTITY AS TO THE AVAILABILITY OR GRADE OF SERVICE TO BE PROVIDED BY OR OVER THE PURCHASED FIBERS EXCEPT AS EXPRESSLY PROVIDED IN THIS BILL OF SALE. ARTICLE 7 DEFAULT 7.1 Events of Default. Events of default shall be and include: (i) any use of the Purchased Fibers which materially interferes with, impairs and adversely effects Seller's use of its Fiber Network or System; (ii) any use of the Purchased Fibers which would result in a violation of Seller's pole attachment agreements, easements, franchises, or any other governmental permit or license; (iii) Buyer's failure to indemnify Seller according to the terms of Paragraph 2.1,2.2, or 2.3 above (iv) the failure of Buyer to pay any amount owed under this Bill of Sale more than thirty (30) days past its due date; (v) the failure by a Party to comply in good faith with any or all ofthe material terms and conditions of this Bill of Sale and such defaulting Party's failure to cure a default in (i) - (v) above within thirty (30) days after written notice thereof or, if such default cannot be cured within thirty (30) days, such defaulting Party commencing curative actions within such thirty (30) days and diligently and continuously pursuing such curative action to a conclusion; (vi) any material misrepresentation or breach of any warranty or representation contained in this Bill of Sale by a Party; (vii) a Party ceasing to do business as a going concern; or (viii) a Party makes a general assignment for the benefit of, or enters into any composition or arrangement with creditors; is unable to or admits in writing its inability to pay its debts as they become due; authorizes, applies for, or consents to the appointment of trustee or liquidator of all or substantial part of its assets or has proceedings seeking such appointment commenced against it which are not terminated within sixty (60) days of such commencement; files a voluntary petition under any bankruptcy or insolvency law or files a voluntary petition under the reorganization or arrangement provisions of the laws of the United States pertaining to bankruptcy or similar law of any jurisdiction or has proceedings under any such law instituted against it which are not terminated within sixty (60) days of such commencement. The non-defaulting Party may exercise its legal and equitable remedies against the defaulting Party. ARTICLE 8 MISCELLANEOUS 8.1 Assignment. Neither Seller n9r Buyer shall assign this Bill of Sale without the prior written consent ofthe other. The Buyer may assign this Bill of Sale and the Purchased Fibers to a subsidiary or affiliate of Buyer, with the written consent of the Seller, which approval by Seller shall not be unreasonably withheld, denied or delayed. 8.2 Modification. This Bill of Sale shall not be amended, altered or modified except by an instrument in writing duly executed by the Parties. 8.3 Limitation of Benefits. This Bill of Sale shall be binding upon and shall inure to the benefit ofthe Parties hereto and their respective successors and permitted assigns. The Parties do not intend that this Bill of Sale benefit any persons or entities other than the Parties hereto. It is the explicit intention ofthe Parties hereto that no person or entity other than the Parties hereto is or shall be entitled to bring any action to enforce any provision of this Bill of Sale against any of the Parties hereto, and that the covenants, undertakings, and agreements set forth in this Bill of Sale shall be enforceable only by, the Parties hereto or their respective successors or permitted assigns. Any assignees shall be required to become a signatory to this Bill of Sale and be bound by all of its terms and conditions. 8.4 Right of First Refusal. If Buyer proposes to sell, transfer, or convey any ofthe Purchased Fibers, other than as described in 8.1 above, Buyer shall obtain and deliver a bona fide written offer to purchase same to Seller, which shall, for a period of fifteen (15) days from the date of its receipt of such offer, have the right, exercisable by written notice to the Buyer, to purchase the Purchased Fibers for the price and on the terms and conditions contained in such offer. If Seller does not exercise this right of first refusal, the offer may be accepted by the Buyer, so long as the transferee or assignee agrees to become subject to the terms of the Fiber Maintenance and Joint Operating Agreement between Buyer and Seller. After the sale to the transferee or assignee, such transferee or assignee shall likewise be subject to the right of first refusal under the terms and conditions as set forth herein. 8.5 Incorporation of Exhibits and Amendments Thereto. The Exhibits referenced in this Bill of Sale, as it may be amended from time to time in writings executed by the Parties, shall be deemed an integral part hereof to the same extent as if written at length herein. To the degree there is any conflict between the Exhibits and the Bill of Sale, the terms and conditions ofthe Bill of Sale shall control. 8.6 Governing Law. This Agreement shall be governed by and construed in accordance to the laws of the State of Georgia and constitutes the entire agreement between the parties hereto with respect to maintenance of Equipment/Software, and shall supersede all previous or contemporaneous negotiations, commitments, writings, with respect to matters set forth herein. It may only be modified by a writing signed by authorized representatives of both parties. The terms and provisions of this Agreement shall prevail over any conflicting, additional or other terms appearing on any purchase order submitted by Licensee at any time. Neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by either party, except to any corporation controlled by or under common control with the assigned party, or in connection with the acquisition of, or the sale of substantially all of, the assets of the business to which this Agreement pertains. 8.7 Claims and Disputes. All claims, disputes and other matters in question between the Buyer and Seller arising out of, or relating to, this Bill of Sale, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Seller, by executing this Bill of Sale, 6 7 specifically consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court. 8.8 Entire Agreement; No Oral Modifications. This Bill of Sale, together with all Exhibits attached, constitute the entire agreement between the Parties with respect to the transaction contemplated herein, and supersede all prior oral or written agreements commitments or understandings with respect to the matters provided for herein. This Bill of Sale shall not be amended or modified except by a writing executed by the Parties. 8.9 Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. 8.10 Georgia Open Records Act. Buyer acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. 9 50-18-70, et seq.) Seller shall cooperate fully in responding to such a request and shall make all records, not exempt, available for inspection and copying as required by law. Seller shall clearly mark any information provided to Buyer that Seller contends as Proprietary Information. Seller shall notify Buyer immediately of any Open Records request arising out of this contract and shall provide to Buyer a copy of any response to the same IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as ofthe date first written above. SIGNED AND DELIVERED Augusta, Georgia Knology of Augusta, Inc. By: &44,~ /;J". Y As its Mayor Name: Title: Address: Name: -BfetMcCrort~ A~ J~// A Title: 8eaior VP Ol'~1C1Li6rrs v.P: pdwa-,/l ol!5 ~ Address: 1241 OG Skinner Drive West Point, GA 31833 APPROVED ~~ Law Group Date 3/r'b/og SEAL: TEL: FAX: TEL: 706-645-~ 'il/GY' FAX: 706-645-3985 8 T. _L#x ~o/L!.~9"""- $) "" f ~ ----------=_____. ---------_____ L. t-~.J!:M~ ~ ..,/ ..,,;~. -~-~_~___ I csl I' /",... ~ ~ ,bC------y I iJ I -~-/ 6'0..--... U /' 1( i i C ~/1if~~~., J / .// ~i;~Ll~ ./ /---.-__., ~ ~ _ '9 /,--, ,,~/-... 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( --\____~---- \' ..../' .'. y.-::JW~ i ~ --t~--L / '. . -----. ". / \ ~ ~\ - ~ --------L___-I-_~~_ \ ~\ .____---... ____\ \~ /J \~ ~ i:, t- ~ ~ I ~ -- ~\\.--------\ \ -~. "" ~..t..:\ ~---- tt""l T -----r-- "'- \ \ / .... \ -~L . j \ I - .JO~s-.J_____~___--~,\\ \...../ ~. ; \ .~Q~_ ------1_~ ..____---_ . / ~ -- - - .. - _ __~~- ~ ~. I .......f' _ -------=____. _ _ _ \"': _~.", . L ~\ - --. ~\ / c ......, ~/...-/ l'\ ....-::#~~ ... 1l .J -o~....,..~ .~ .c fI) Exhibit A Bill of Sale Number AU-OI-I2-II-07 The following Bill of Sale for dark fiber facilities on the specified term and conditions herein is made by the undersigned Buyer pursuant to the Fiber Purchase referred to above ("Bill of Sale") Seller: Knology of Augusta, Inc. I. FIBER ROUTE: Under the Agreement, Knology of Augusta will provide the following Optical Fibers between the following locations in Augusta, Georgia, each as shown on the map below: -------------------------- The rest of this page intentionally left blank ----------------------- Total Route Miles 3.08 ll. SEGMENTS: The Fiber Termination Points where the Buyer shall have full access upon request to the fibers referenced in this Bill of Sale are: Fiber Termination Points Sheriffs Substation Southgate Fire Department Administration Fire Department Training Bldg Address 1631 Gordon Hwy 3125 Deans Bridge Rd 3125 Deans Bridge Rd III. PURCHASE AMOUNT: The charges associated with establishing this Bill of Sale for Buyer are: Fiber Purchase Amount: Fibers 12 SMF 6MMF A Side 1631 Gordon Hwy 3125 Deans Bridge ZSide 3125 Deans Bridge Rd 3125 Deans Bridge Rd Route Miles 3.08 NIA Total Purchase Price $236,500 IV. TERMS OF PAYMENT: Buyer agrees to pay installation and purchase fees in the amount set forth: a. Fiber Purchase Amount(s). The Fiber Purchase Amount(s) are those fees due the Seller for title to the Purchased Fibers. The Buyer shall complete acceptance testing within thirty days after the installation of Purchased Fibers described in this Exhibit (the "Acceptance Date"). If Buyer does not complete acceptance in said thirty days, the Purchased Fibers shall be deemed accepted on said thirtieth day. If Buyer completes acceptance testing within said thirty days but if said testing is unacceptable to Buyer, the Purchase Order shall terminate without obligation for any Fiber Purchase Amount chargee s) under the specified Purchase Order. Upon acceptance by the BUYER, the SELLER shall present an invoice to BUYER for the agreed price in this Bill of Sale which will be paid by BUYER within 30 days of receipt. Upon receipt ofthe full Purchase Price, the Seller shall deliver to the Buyer a Bill of Sale in the format shown on Exhibit "C". b. Late Payments. Any sums of money due under this Agreement when more than ten (10) days delinquent shall accrue interest at the lesser of eighteen percent (18%) per annum or (ii) the highest rate allowed by law, until paid in full. V. REFERENCES: All correspondence or remittance shall reference City of Augusta, Georgia Dark Fiber Purchase and this Bill of Sale Number: AU-OI-I2-1I-07. VI. BASIC AGREEMENT: This Bill of Sale is hereby incorporated in its entirety into the Agreement, and is hereby executed by the respective Parties hereto as ofthe undersign date by Knology of Augusta, Inc., said date not to be more than 10 days after the undersigned date by Buyer. BUYER: KNOLOGY: Augusta, Georgia. ::OI217p Name: II nit Si'v.e/j Title: ;If? Pelted Oj6/~ Date: -;> - / 3'" D Y By: ~,r----- ~ ~rame: J4.nJ> S. Co,KP.w.1I6- /~ Title: V1-t'"(~ . Date: J ('I log (Bill of Sale Agreement Date) APPROVED 'Iff Law Group Date ~11'fJDfj EXHIBIT B SPECIFICATIONS AND ACCEPTANCE TESTING Buyer may inspect the Purchased Fibers prior to acceptance to ascertain whether or not the Purchased Fibers are initially acceptable to it. Thereafter, Seller shall maintain the splice Specifications as part of any Alteration of Route obligations as specified in Article 6 of the Agreement. Seller shall provide Buyer with the manufacturer's specifications and Seller's Initial Test results for the Purchased Fibers, which shall be SMF-28 or equivalent, prior to Buyer's acceptance testing. Splice Specifications. Seller will utilize "Fusion Splicing" and meet an average of 0.1 0 dB bi-directionalloss per splice with a maximum splice loss not to exceed 0.2 dB bi-directional on any individual splice. Seller will record the actual dB loss reading as displayed on the splicer or Optical Time Domain Reflectometer ("OTDR") as the splice is completed. Seller will provide the results to Buyer in electronic and hard copy formats. Termination Specifications. Terminated fibers should exhibit a maximum of -50.0dB reflectance for a mated connector at the fiber distribution panel or any event on the segment. EXHIBIT C BILL OF SALE THIS BILL OF SALE dated as ofthe i \.....iIay of ;.,M tc..-rf ,2007, from Knology of Augusta, Inc., a Delaware corporation (referred to herein as "Seller") to Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, GA 30901 ("Buyer"). WIT N E SSE T H: FOR AND IN CONSIDERATION of the sum of two hundred thirty-six thousand, five hundred and xxlIOO dollars ($236,500), the receipt and sufficiency of which are hereby acknowledged. Seller hereby grants, bargains, sells, transfers, conveys, sets over and assigns unto Buyer, free and clear of all claims, liens, charges and security interests of any kind and character, all of Sellers right title and interest in and to those certain fibers and associated equipment (herein referred to as the "Purchased Fibers") as described in Exhibit "A". The Purchased Fibers are more fully described in Exhibit A attached hereto and made a part hereof. TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns forever; and Seller does warrant and agree to defend the full title of the same to Buyer against any person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Seller and not otherwise. Right of First Refusal. If Buyer proposes to sell, transfer, or convey any of the Purchased Fibers, Buyer shall obtain and deliver a bona fide written offer to purchase same to Seller, which shall, for a period of fifteen (15) days from the date of its receipt of such offer, have the right, exercisable by written notice to the Buyer, to purchase the Purchased Fibers for the price and on the terms and conditions contained in such offer. If Seller does not exercise this right of first refusal, the offer may be accepted by the Buyer, so long as the transferee or assignee agrees to become subject to the terms of the Fiber Maintenance and Joint Operating Agreement between Buyer and Seller. After the sale to the transferee or assignee, such transferee or assignee shall likewise be subject to the right of first refusal under the terms and conditions as set forth herein. IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be first written above. a SELLER: By: P- BUYER: By: UJ~, [ j!